Final Results - Year Ended 31 March 2000, Part 2
FirstGroup PLC
16 May 2000
PART 2
FIRSTGROUP PLC
PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2000 - Part 2
Financial Review
Overall
Group turnover in the year increased by 22% to £1795.1m. Group operating
profit, before ESOP, goodwill and one-off costs increased by 32% to £190.9m.
These results include a 6 month contribution from the North America Division
accounting for 14% of turnover and 18% of operating profit.
Divisional Results
Year to 31 March 2000 Year to 31 March 1999
Operating Operating Operating Operating
Turnover profit* margin* Turnover profit* margin*
£m % £m £m %
£m
UK Bus 744.3 111.4 15.0 686.1 102.1 14.9
Division
North 246.4 34.5 14.0 - -
America
Division
Rail 767.4 46.2 6.0 753.3 41.6 5.5
Division
Bristol 31.3 9.9 31.6 28.6 9.7 33.9
Internationa
l Airport
Other** 5.7 (11.1) 2.4 (8.6)
Total Group 1,795.1 190.9 10.6 1,470.4 144.8 9.8
* Before ESOP, goodwill and restructuring and other exceptional costs
** Tram operations, central management, Group information technology, and
other items
In the UK Bus Division it was pleasing that margins were maintained through
strict operating controls in spite of the pressure on costs, particularly
drivers' wages. The Group's policy of hedging diesel prices provided
significant protection from the effects of oil price increases during the
year. Our North America division performed very well and met our
expectations. Reported margins were enhanced by the strong second half
seasonality of the school bus business. The Rail Division continued to
increase profits despite grant reductions of £21.2m. Revenue growth at
Bristol International Airport resulted in a further increase in profits
despite the loss of duty free and higher marketing spend promoting the new
terminal. The increase in other costs reflects inter alia year 2000 costs and
the reduction in the market value of Employee Benefit Trusts' shareholding.
Joint Ventures
New World First Bus (NWFB), the 26% joint venture in Hong Kong with New World
Development Company, contributed £0.8m in the year. Since the year end the
Group has announced the sale of its interest for £38.7m, resulting in a
profit before tax of approximately £14m after the write back of goodwill
amounting to £1.6m. Tramtrack Croydon, in which the Group has a 20% interest,
completed the construction of the track shortly after the year-end. The Group
will operate the trams on behalf of the joint venture company through a
wholly owned subsidiary, Tram Operations Limited.
Interest
Net interest payable for the Group was £44.0m (1999: £28.3m). This was
covered 4.1 times by profit before interest and goodwill amortisation. The
significant increase in the interest charge over the previous year reflects
the virtual doubling of the Group net debt following the Ryder acquisition in
September 1999.
Taxation
The high level of capital expenditure in the UK in the year and the
deductibility in the USA of goodwill amortisation reduced the effective tax
rate to 20%. The charge for the year of £24.3m benefited from prior year
credits of £3.2m.
Acquisitions
On 13 September 1999 the Group completed the acquisition of Ryder Public
Transportation Services Inc. for US$934m. This was funded partly by a £238m
(net £232m) rights issue and the remainder by debt. Goodwill amounted to
£461.8m. On 14 September 1999 the Group also acquired Bruce Transportation
Group Inc., a school bus operator in New England for US$12.6m, paid in cash.
Goodwill amounted to £6.8m.
In the UK, on 8 April 1999 the Group acquired GAG Limited, a bus and coach
operator in the South West of England. The total consideration of £10.6m was
satisfied by £2.7m in cash, £5.2m in loan notes and 657,734 ordinary shares
in FirstGroup. Goodwill amounted to £6.8m.
The goodwill arising on all of these acquisitions is being amortised over 20
years.
Cash flow and investment in the business
Cash generation (operating profit, before ESOP, goodwill and one-off costs,
plus depreciation) rose from £191.8m to £260.3m. Capital expenditure was
£136.0m. This included £68.3m for 634 new buses in the UK. During the first
half of the new year expenditure on new vehicles in the UK is expected to
amount to £45m, including £17m for vehicles outstanding from 1999/2000.
Thereafter the investment in new vehicles will reduce significantly with only
£10m committed for the second half of 2000/2001. £7.1m was spent on
completing the bus depots in Bath, South Bristol and Plymouth for which cash
proceeds of £14.8m were received from the sale of the previous sites. In the
USA, capital expenditure was incurred for 380 vehicles amounting to £13.0m.
Expenditure on the new terminal and related improvements at Bristol
International Airport was £22.2m in the year taking the total expenditure to
date to £35.7m. The terminal was completed on time and within budget by the
beginning of March 2000. Future capital expenditure at the Airport will be
considerably reduced although approval has been given to build a new air
traffic control tower for up to £3.5m.
During the year a deposit of £8.0m was paid towards the purchase of 30
additional diesel trains for First Great Western, increasing the total on
order to 70. It is intended to finance all the First Great Western trains in
the conventional manner through operating leases with the rolling stock
companies on similar financing arrangements to those already put into place
in respect of the 70 vehicles ordered for First North Western. The deposits
of £30.4m for both sets of trains will be recovered from the rolling stock
companies when the vehicles are delivered into service during the new
financial year.
Balance sheet
Net assets increased from £46.0m to £336.2m, which reflects the £231.9m
rights issue and retained profits of £56.9m. If goodwill written off in past
years were to be included the net assets would increase to approximately
£800m.
Net debt at 31 March 2000 amounted to £780m, some £20m lower than the target
we announced at the time of the Ryder acquisition and £70m lower than the pro
forma net debt at the time of completion of that acquisition.
Funding and risk management
The Group only borrows to finance investment and provide working capital. It
does not enter into speculative financial transactions and uses financial
instruments for risk management purposes only.
As the Group is a net borrower, it minimises cash and bank deposits, although
it is required to keep cash from rail season tickets on deposit and can only
withdraw cash and bank deposits from the rail companies to the extent of
retained profits. With the exception of the rail season ticket bonded cash,
which cannot be split between banks, the Group limits deposits with any one
bank to a maximum of £30m, depending upon the individual bank's credit rating.
The Group reduces exposure to interest rate risk by using interest rate caps
and swaps and fixed rate debt. At 31 March 2000, net debt amounted to
£779.8m, which is analysed below. At the year end, over 70% of the net debt
was at fixed interest rates.
Analysis of net debt
Fixed Variable Total
£m £m £m
Cash - 25.2 25.2
Rail ring fenced cash - 33.8 33.8
Rail season ticket bonded cash - 37.6 37.6
Sterling bank loans and overdrafts - (433.7) (433.7)
US dollar bank loans - (156.7) (156.7)
Hong Kong dollar bank loans - (21.2) (21.2)
HP and finance leases (155.5) (56.8) (212.3)
Loan notes (9.7) (42.8) (52.5)
Interest rate caps and swaps (431.7) 431.7 -
Total (596.9) (182.9) (779.8)
The maturity profile of banking facilities is regularly reviewed. Well in
advance of their expiry, the facilities are extended or replaced. At the year
end, bank borrowing and guarantee facilities amounted to £884m, of which
£599m had more than two years to maturity. This compares with utilisation of
£689m.
The Group hedges part of its exposure to the impact of exchange rate
movements on translation of foreign currency net assets by holding a
proportion of its net borrowings in foreign currencies. At the year end $250m
of US dollar debt was hedged against US dollar net assets of $1,013m
(including $727m goodwill). The whole investment in NWFB is matched by Hong
Kong dollar bank borrowings.
The Group manages exposure to fuel price movements by entering contracts with
suppliers to fix the purchase price for future periods. The Group also enters
into forward exchange contracts and currency swaps to hedge transactional
foreign exchange rate risk.
Shares in issue
The total number of shares in issue increased by 88.3m to 433.5m, due mainly
to the 1 for 4 rights issue. Of this total number of shares, 2.6 million were
held between the Group's Employee Benefit Trust and Qualifying Employee Share
Ownership Trust. For the purpose of the earnings per share calculation the
average number of shares in issue for the year (excluding own shares held)
was 396.8m. If the number of shares remained unchanged in 2000/01 the average
number in issue would be 430.9m. The adjustment to comparative per share
ratios which has been made to reflect the bonus element of the rights issue
is a decrease of 3%.
Accounting standards and policies
The Group has adopted two new accounting standards in the year, which are FRS
15, Tangible Fixed Assets and FRS 16, Current Tax. The only significant
impact of these on the Group is in the area of revaluation of fixed assets.
FRS 15 requires that each class of tangible fixed assets is either revalued
annually or not at all. The policy that has been adopted is not to revalue in
future, although as permitted by the standard, properties that have been
revalued in the past will retain the existing book values. Adoption of the
standards has no other material impact on the Group.
Consolidated profit and loss account
For the year ended 31 March 2000
Notes 2000 1999
£m £m
Turnover
Continuing operations 1,531.8 1,470.4
Acquisitions 263.3 -
Group turnover 2 1,795.1 1,470.4
Share of turnover of joint 22.7 9.9
ventures
_______ _______
Total turnover 1,817.8 1,480.3
_______ _______
Operating profit
Continuing operations 139.5 121.9
Acquisitions 21.6 -
_______ _______
Group operating profit 2 161.1 121.9
_______ _______
Group operating profit
before exceptional costs and
employees' profit sharing 190.9 144.8
scheme
Goodwill amortisation 2 (13.0) -
Restructuring and other 2,4 (11.6) (17.9)
exceptional costs
Employees' profit sharing 2 (5.2) (5.0)
scheme
_______ _______
Group operating profit 2 161.1 121.9
_______ _______
Share of operating 0.4 (0.4)
profits/(losses) of joint
ventures
_______ _______
Total operating profit 161.5 121.5
Profit on disposal of fixed 4.0 2.0
assets - continuing
operations
_______ _______
Profit on ordinary 2 165.5 123.5
activities before interest
Net interest payable and 6 (44.0) (28.3)
similar charges
_______ _______
Profit on ordinary 121.5 95.2
activities before taxation
Tax on profit on ordinary 7 (24.3) (22.4)
activities
_______ _______
Profit on ordinary 97.2 72.8
activities after taxation
Equity minority interests (3.7) (3.4)
_______ _______
Profit for the financial 93.5 69.4
year
Equity dividends paid and 8 (36.6) (26.1)
proposed
_______ _______
Retained profit for the 20 56.9 43.3
financial year
Adjusted basic earnings per 9 28.3p 22.7p
share
Adjusted cash earnings per 9 45.6p 35.8p
share
Basic earnings per share 9 23.6p 19.6p
Diluted earnings per share 9 23.4p 19.4p
Consolidated balance sheet
At 31 March 2000
Notes 2000 1999
£m £m
Assets employed:
Fixed assets
Intangible assets 10 533.8 74.8
Tangible assets 11 724.8 489.2
Investments
- Joint ventures
- Share of gross assets 80.7 60.4
- Share of gross liabilities (56.7) (37.5)
_______ _______
12 24.0 22.9
- Other 12 7.3 3.7
_______ _______
12 31.3 26.6
_______ _______
1,289.9 590.6
_______ _______
Current assets
Stocks 13 21.9 18.2
Debtors 14 260.8 166.2
Investments 15 48.8 38.1
Cash at bank and in hand 16 47.8 43.5
_______ _______
379.3 266.0
Creditors: amounts falling
due within one year 17 (532.4) (434.5)
_______ _______
Net current (liabilities)/assets
Due within one year (177.8) (202.3)
Amounts due after more than one year 14 24.7 33.8
_______ _______
Net current liabilities (153.1) (168.5)
_______ _______
Total assets less current liabilities 1,136.8 422.1
Creditors: amounts falling
due after more than one year 17 (750.9) (338.1)
Provisions for liabilities and charges 18 (39.9) (30.4)
_______ _______
346.0 53.6
Financed by:
Capital and reserves
Called up share capital 21.7 17.3
Share premium account 20 233.6 -
Revaluation reserve 20 3.7 3.3
Other reserves 20 2.8 0.1
Profit and loss account 20 74.4 25.3
_______ _______
Equity shareholders' funds 336.2 46.0
_______ _______
Equity minority interests 9.8 7.6
_______ _______
346.0 53.6
Consolidated cash flow statement
For the year ended 31 March 2000
Notes 2000 1999
£m £m
Net cash inflow from operating activities 21(a) 193.6 150.2
Returns on investments and servicing of 21(b) (42.2) (28.4)
finance
Taxation
Corporation tax paid (11.8) (15.6)
Capital expenditure and financial investment 21(c) (73.1) (56.3)
Acquisitions and disposals 21(d) (609.3) (87.0)
Equity dividends paid (28.8) (23.9)
______ ______
Cash outflow before use of liquid
resources and financing (571.6) (61.0)
Management of liquid resources
(Increase)/decrease in bank deposits (11.2) 37.5
Financing 21(e) 587.2 32.9
______ ______
Increase in cash in year 4.4 9.4
Reconciliation of net cash flows to movements in net debt
For the year ended 31 March 2000
Notes 2000 1999
£m £m
Increase in cash in year 4.4 9.4
Cash inflow from increase in debt and hire
purchase
contract and finance lease financing (355.2) (32.8)
Movement in current asset investments 10.7 (35.3)
Debt issued on acquisition of subsidiary (5.2) -
undertakings
Debt and hire purchase contracts and finance
leases
acquired with subsidiary undertakings and (25.9) (24.4)
businesses
Inception of hire purchase contracts and (53.8) (63.8)
finance leases
Debt issuance fees paid 1.8 -
Amortisation of debt issuance fees (0.2) (0.3)
Foreign exchange difference 0.2 (0.2)
_______ _______
Movement in net debt in year (423.2) (147.4)
Net debt at beginning of year 22 (356.6) (209.2)
_______ _______
Net debt at end of year 22 (779.8) (356.6)
Consolidated statement of total recognised gains and losses
For the year ended 31 March 2000
2000 1999
£m £m
Profit for the year attributable to shareholders 93.5 69.4
Foreign exchange differences - -
Cancellation of shares (3.7) -
Write down of own shares held by QUEST (3.7) -
______ ______
Total recognised gains and losses 86.1 69.4
Reconciliation of movements in shareholders' funds
For the year ended 31 March 2000
2000 1999
£m £m
Profit for the financial year 93.5 69.4
Dividends (36.6) (26.1)
______ ______
56.9 43.3
Shares issued:
- in respect of subsidiaries acquired 2.7 27.2
- in respect of 1 for 4 rights issue 231.9 -
- to QUEST 6.0 -
- in respect of exercise of savings related share options
0.1 -
Other recognised losses relating to the year (7.4) -
Foreign exchange differences - -
______ ______
Net addition to shareholders' funds 290.2 70.5
Shareholders' funds at beginning of year 46.0 (24.5)
______ ______
Shareholders' funds at end of year 336.2 46.0
1 Basis of preparation
The financial information set out herein does not constitute statutory
accounts but has been extracted from the accounts for the years ended 31
March 1999 and 2000. The accounts for the year ended 31 March 1999 have been
delivered to the Registrar of Companies and the accounts for the year ended
31 March 2000 will be delivered to the Registrar of Companies in due course.
The auditors have reported on both sets of accounts: their reports were
unqualified and did not contain a statement under section 237 (2) or (3) of
the Companies Act 1985.
The accounts for the year ended 31 March 2000 have been prepared using
the same accounting policies as were used in the preparation of the accounts
for the year ended 31 March 1999 except for changes arising from the adoption
of the following accounting standards:
FRS 15 Tangible Fixed Assets
FRS 16 Current Tax
The principal change in accounting policy arising from these standards
is regarding the revaluation of fixed assets. FRS 15 requires that each class
of tangible fixed assets is either revalued annually or not at all. The
policy that has been adopted is not to revalue in future although, as
permitted by the standard, properties that have been revalued in the past
will retain their existing book values.
Copies of the statutory accounts for the year ended 31 March 2000 will
be sent to all shareholders by early June and will be available thereafter to
the public at the Corporate Headquarters of the Group at 32a Weymouth Street,
London W1N 3FA.
2 Profit and loss account analysis and segmental information
Continuing Acquisitions Total Total
operations 2000 1999
£m £m £m £m
Group 1,531.8 263.3 1,795.1 1,470.4
turnover
_______ _______ _______ _______
Group
operating
costs
- General (1,376.8) (227.4) (1,604.2) (1,325.6)
- Goodwill (0.2) (12.8) (13.0) -
amortisation
- Restructuri
ng and
other
exceptional (10.2) (1.4) (11.6) (17.9)
costs
(note 4)
- (5.1) (0.1) (5.2) (5.0)
Employees'
profit
sharing
scheme
_______ _______ _______ _______
Total (1,392.3) (241.7) (1,634.0) (1,348.5)
Group
operating
costs
(note 3)
_______ _______ _______ _______
Group 139.5 21.6 161.1 121.9
operating
profit
Segmental information is as follows:
Turnover Profit before Net assets
interest /(liabilities)
2000 1999 2000 1999 2000 1999
£m £m £m £m £m £m
UK 744.3 686.1 105.3 92.5 442.0 418.1
Bus
UK 767.4 753.3 38.0 29.1 (20.5) (14.2)
Rail
North 246.4 - 20.8 - 235.8 -
Ameri
ca
Airpo 31.3 28.6 9.9 9.2 8.5 7.1
rt
Group 5.7 2.4 (8.5) (7.3) (329.6)
(365.0)
items
1,795.1 1,470.4 165.5 123.5 336.2 46.0
3 Operating costs
Continuing Acquisitions Total Total
operations 2000 1999
£m £m £m £m
Materials 139.1 42.3 181.4 140.4
and
consumables
Staff 552.2 141.4 693.6 520.1
costs
(note 5)
External 646.2 30.4 676.6 641.0
charges
Depreciatio
n,
amortisatio
n and
other
amounts
written
off fixed
assets 54.8 27.6 82.4 47.0
1,392.3 241.7 1,634.0 1,348.5
4 Restructuring and other exceptional costs
2000 1999
£m £m
Redundancy 6.8 15.6
Buying out conditions of employment 0.1 0.3
Court fine in connection with Southall 1.5 -
accident
New train commissioning costs 0.8 -
Other 2.4 2.0
11.6 17.9
5 Employees' and directors' remuneration
The average number of persons employed by the Group (including
directors) during the year was as follows:
2000 1999
Operational 38,996 29,171
Administration 2,122 1,485
41,118 30,656
The aggregate payroll costs of these persons were as follows:
2000 1999
£m £m
Wages and salaries 630.3 466.9
Social security costs 45.0 35.8
Other pension costs 18.3 17.4
693.6 520.1
6 Net interest payable and similar charges
2000 1999
£m £m
Bank loans and overdrafts 32.3 13.9
Other loans 3.5 4.8
Finance charges payable in respect of
hire purchase contracts and finance leases 15.0 15.1
50.8 33.8
Income from short term deposits and other (5.9) (5.3)
investments
Interest capitalised (1.2) (0.4)
Notional interest on pension provisions 0.3 0.2
44.0 28.3
The interest capitalised is in relation to the construction of the new
terminal at Bristol International Airport.
7 Tax on profit on ordinary activities
2000 1999
£m £m
Corporation tax
Current year - UK at 30% (1999: 31%) 13.1 16.2
Current year - overseas 1.6 -
Prior years - UK (2.3) (2.9)
Transfer to deferred tax
Current year - UK 12.2 7.1
Current year - overseas 0.6 -
Prior years - UK (0.9) 2.0
Group 24.3 22.4
8 Equity dividends
2000 1999
£m £m
Ordinary shares of 5p each
- Interim paid (2.7p (1999: 2.4p restated) 11.6 8.6
per share)
- Final proposed (5.8p (1999: 4.9p restated) 25.0 17.2
per share)
- Adjustment to prior year final dividend in
respect - 0.3
of new shares issued
36.6 26.1
9 Earnings per share
Basic earnings per share is based on earnings of £93.5m (1999: £69.4m)
and on the weighted average number of ordinary shares of 396.8m (1999:
353.3m) in issue. Diluted earnings per share is based on the same earnings
and on the weighted average number of ordinary shares of 400.1m (1999:
357.6m). In both cases, the weighted average number of ordinary shares for
1999 has been restated to reflect the bonus element of the rights issue.
A reconciliation of the number of shares used in the basic and diluted
measures is set out below:
2000 1999
Number Number
(m) (m)
Weighted average number of shares used 396.8 353.3
in basic calculation
SAYE share options 2.8 3.7
Executive share options 0.3 0.3
Long term incentive plan awards 0.2 0.3
400.1 357.6
MORE TO FOLLOW
FRCIFFLFERIELII